Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 01, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Bone Biologics Corp | |
Entity Central Index Key | 1,419,554 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 43,929,330 | |
Trading Symbol | BBLG | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash | $ 371,404 | $ 690,279 |
Prepaid expenses | 98,969 | 105,234 |
Total current assets | 470,373 | 795,513 |
Property and equipment, net | 122 | 146 |
Total assets | 470,495 | 795,659 |
Current liabilities | ||
Accounts payable and accrued expenses | 316,752 | 720,128 |
Deferred compensation | 291,667 | 241,667 |
Total current liabilities | 608,419 | 961,795 |
Note payable – related party, net of debt discount of $603,646 and $770,313, respectively | 8,396,354 | 8,229,687 |
Total liabilities | 9,004,773 | 9,191,482 |
Commitments and Contingencies | ||
Stockholders' deficit | ||
Preferred Stock, $0.001 par value per share; 20,000,000 shares authorized; none issued or outstanding at March 31, 2018 and December 31, 2017 | ||
Common stock, $0.001 par value per share; 100,000,000 shares authorized; 43,929,330 and 43,280,795 shares issued and outstanding at March 31, 2018 and December 31, 2017 | 43,928 | 43,280 |
Additional paid-in capital | 50,238,380 | 48,922,842 |
Common stock to be issued to related parties; 1,153,846 shares at March 31, 2018 and December 31, 2017 | 1,823,077 | 1,823,077 |
Accumulated deficit | (60,639,663) | (59,185,022) |
Total stockholders' deficit | (8,534,278) | (8,395,823) |
Total liabilities and stockholders' deficit | $ 470,495 | $ 795,659 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Note payable, net of debt discount | $ 603,646 | $ 770,313 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 43,929,330 | 43,280,795 |
Common stock, shares outstanding | 43,929,330 | 43,280,795 |
Common stock, shares subscribed but unissued | 1,153,846 | 1,153,846 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Revenues | ||
Cost of revenues | ||
Gross profit | ||
Research and development | ||
Trade | 401,863 | 406,887 |
Related party (includes Founders stock-based compensation of -0- and $784,525 for the three months ended March 31, 2018 and 2017, respectively) | 784,525 | |
General and administrative | 694,861 | 968,762 |
Total operating expenses | 1,096,724 | 2,160,174 |
Loss from operations | (1,096,724) | (2,160,174) |
Other expenses | ||
Interest expense, net – related party | (357,917) | (762,352) |
Net Loss | $ (1,454,641) | $ (2,922,526) |
Weighted average shares outstanding – basic and diluted | 43,470,026 | 38,828,607 |
Net Loss per share – basic and diluted | $ (0.03) | $ (0.08) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Liabilities and Stockholders' Deficit | $ 195,795 | $ 507,768 |
Founder [Member] | ||
Liabilities and Stockholders' Deficit | $ 0 | $ 784,525 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders’ Deficit - 3 months ended Mar. 31, 2018 - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Common Stock to be Issued [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 43,280 | $ 48,922,842 | $ 1,823,077 | $ (59,185,022) | $ (8,395,823) |
Balance, shares at Dec. 31, 2017 | 43,280,795 | ||||
Fair value of vested stock options issued to employees | 367,686 | 367,686 | |||
Shares issued for cash | $ 250 | 492,250 | 492,500 | ||
Shares issued for cash, shares | 250,000 | ||||
Fair value of shares issued in settlement of bonus Payable | $ 231 | 455,769 | 456,000 | ||
Fair value of shares issued in settlement of bonus Payable, shares | 231,472 | ||||
Shares issued to related party upon net settlement of warrants | $ 167 | (167) | |||
Shares issued to related party upon net settlement of warrants, shares | 167,063 | ||||
Net Loss | (1,454,641) | (1,454,641) | |||
Balance at Mar. 31, 2018 | $ 43,928 | $ 50,238,380 | $ 1,823,077 | $ (60,639,663) | $ (8,534,278) |
Balance, shares at Mar. 31, 2018 | 43,929,330 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities | ||
Net loss | $ (1,454,641) | $ (2,922,526) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 24 | 24 |
Debt discount amortization | 156,873 | 520,508 |
Debt issuance costs amortization | 9,794 | 9,794 |
Stock-based compensation | 195,795 | 507,768 |
Options issued to consultants | 171,891 | 930,250 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (1,235) | (2,804) |
Accounts payable and accrued expenses | 52,624 | (101,053) |
Deferred compensation | 50,000 | 50,000 |
Net cash used in operating activities | (818,875) | (1,008,039) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock | 500,000 | |
Proceeds from issuance of notes payable | 2,000,000 | |
Net cash provided by financing activities | 500,000 | 2,000,000 |
Net increase (decrease) in cash | (318,875) | 991,961 |
Cash, beginning of period | 690,279 | 620,375 |
Cash, end of period | 371,404 | 1,612,336 |
Supplemental non-cash information | ||
Interest paid | 191,250 | 191,250 |
Taxes paid | ||
Supplemental non-cash investing and finance activities: | ||
Beneficial conversion feature of notes payable | 2,000,000 | |
Prepaid offering costs netted against proceeds from issuance of common stock | 7,500 | |
Shares issued in settlement of bonus payable | $ 456,000 |
The Company
The Company | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | 1. The Company Bone Biologics Corporation (the “Company”) was incorporated under the laws of the State of Delaware on October 18, 2007 as AFH Acquisition X, Inc. Pursuant to a Merger Agreement, dated September 19, 2014, by and among the Company, its wholly-owned subsidiary, Bone Biologics Acquisition Corp., a Delaware corporation (“Merger Sub”), and Bone Biologics, Inc. Merger Sub merged with and into Bone Biologics Inc., with Bone Biologics Inc. remaining as the surviving corporation in the merger. Upon the consummation of the merger, the separate existence of Merger Sub ceased. On September 22, 2014, the Company officially changed its name to “Bone Biologics Corporation” to more accurately reflect the nature of its business and Bone Biologics, Inc. became a wholly owned subsidiary of the Company. Bone Biologics, Inc. was incorporated in California on June 9, 2004. We are a medical device company that is currently focused on bone regeneration in spinal fusion using the recombinant human protein, known as NELL-1/DBX®. The NELL-1/DBX® combination product is an osteostimulative recombinant protein that provides target specific control over bone regeneration. The protein, as part of the UCB-1 technology platform has been licensed exclusively for worldwide applications to us through a technology transfer from UCLA Technology Development Group on behalf of UC Regents (“UCLA TDG”). UCLA TDG and the Company received guidance from the FDA that NELL-1/DBX® will be classified as a combination product with a device lead. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, which we refer to as the JOBS Act. We would cease to be an emerging growth company upon the earliest of: (i) the last day of the first fiscal year in which our annual gross revenues are $1.07 billion or more; (ii) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700.0 million as of the end of the second quarter of that fiscal year; or (iii) the date on which we have, during the previous three-year period, issued more than $1.07 billion in non-convertible debt securities. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. We have elected to take advantage of these reduced disclosure obligations, and may elect to take advantage of other reduced reporting obligations in the future. The JOBS Act permits an emerging growth company like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We are choosing to irrevocably “opt out” of this provision and, as a result, we will comply with new or revised accounting standards as required when they are adopted. The production and marketing of the Company’s products and its ongoing research and development activities will be subject to extensive regulation by numerous governmental authorities in the United States. Prior to marketing in the United States, any combination product developed by the Company must undergo rigorous preclinical (animal) and clinical (human) testing and an extensive regulatory approval process implemented by the FDA under the Food, Drug and Cosmetic Act. There can be no assurance that the Company will not encounter problems in clinical trials that will cause the Company or the FDA to delay or suspend clinical trials. The Company’s success will depend in part on its ability to obtain patents and product license rights, maintain trade secrets, and operate without infringing on the proprietary rights of others, both in the United States and other countries. There can be no assurance that patents issued to or licensed by the Company will not be challenged, invalidated, or circumvented, or that the rights granted thereunder will provide proprietary protection or competitive advantages to the Company. Going Concern and Liquidity The Company has no significant operating history and since inception to March 31, 2018 has generated a net loss of approximately $60.6 million. The Company will continue to incur significant expenses for development activities for their lead product NELL-1/DBX®. Operating expenditures for the next twelve months are estimated at $7.2 million. The accompanying condensed consolidated financial statements for the period ended March 31, 2018 have been prepared assuming the Company will continue as a going concern. As reflected in the condensed consolidated financial statements, the Company had a stockholders’ deficit of $8,534,278 at March 31, 2018, and incurred a net loss of $1,454,641, and used net cash in operating activities of $818,875 during the three-month period ended March 31, 2018. The Company closed on $500,000 of equity financing in March 2018. As of March 31, 2018, the Company had a working capital deficit of $137,924 and cash of $371,429. As of May 1, 2018, the Company had cash of $191,771. On May 1, 2018, Hankey Capital agreed to extend the May 1 st The Company will continue to attempt to raise additional debt and/or equity financing to fund future operations and to provide additional working capital. However, there is no assurance that such financing will be consummated or obtained in sufficient amounts necessary to meet the Company’s needs. If cash resources are insufficient to satisfy the Company’s on-going cash requirements, the Company will be required to scale back or discontinue its product development programs, or obtain funds if available (although there can be no certainties) through strategic alliances that may require the Company to relinquish rights to its technology, substantially reduce or discontinue its operations entirely. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. Pursuant to our October 2016 and February 2017 Note Purchase Agreements (“Convertible Notes”), which per the terms of the Convertible Notes were converted into shares of common stock on December 31, 2017, the Company may only use the proceeds from the issuance of the Convertible Notes to focus on prioritizing operations on essential research and development activities. Also pursuant to the October 2016 Note Purchase Agreement, the Company’s management has agreed to defer 20% of earned compensation and the Board of Directors has authorized a change in director compensation to defer 50% of the directors’ cash compensation until at least $5,000,000 has been received in cumulative funding from non-current stockholders. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The interim condensed consolidated financial statements included herein reflect all material adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) which, in the opinion of management, are ordinary and necessary for a fair presentation of results for the interim periods. Certain information and footnote disclosures required under the accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The Company believes that the disclosures are adequate to make the information presented not misleading. The condensed consolidated balance sheet information as of December 31, 2017 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on April 2, 2018 (the “2017 Annual Report”). These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2017 and notes thereto included in the 2017 Annual Report. As disclosed in the Annual Report on Form 10-K for the year ended December 31, 2017, certain amounts previously reported in the Form 10-Q for the period ended March 31, 2017 have been restated to correct for certain accounting errors. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the entire fiscal year ended December 31, 2018 or for any other period. Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Significant estimates include the assumptions used in the accrual for potential liabilities, the valuation of stock options and warrants issued for services, and deferred tax valuation allowances. Actual results could differ from those estimates. Stock Based Compensation ASC 718, Compensation – Stock Compensation The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – based Payments to Non-Employees In light of the very limited trading of our common stock, the fair value of the shares was determined based on the then most recent price per share at which we sold common stock to unrelated parties in a private placement during the periods then ended. Pursuant to ASU No. 2016-09 – Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, Loss per Common Share The Company utilizes FASB ASC Topic No. 260, Earnings per Share Since the effects of outstanding options, warrants, and the conversion of convertible debt are anti-dilutive in during the periods ended March 31, 2018 and 2017, shares of common stock underlying these instruments have been excluded from the computation of loss per common share. The following sets forth the number of shares of common stock underlying outstanding options, warrants, and convertible debt as of March 31, 2018 and 2017: March 31, 2018 2017 Warrants 9,242,308 10,390,820 Stock options 8,449,434 12,736,408 Convertible promissory notes 5,696,203 8,896,203 23,387,945 32,023,431 New Accounting Standards In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02), Leases (Topic 842). ASU 2016-02 requires a lessee to record a right-of-use asset and a corresponding lease liability, initially measured at the present value of the lease payments, on the balance sheet for all leases with terms longer than 12 months, as well as the disclosure of key information about leasing arrangements. ASU 2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. ASU 2016-02 requires classification of all cash payments within operating activities in the statement of cash flows. Disclosures are required to provide the amount, timing and uncertainty of cash flows arising from leases. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. The Company has not yet evaluated the impact of the adoption of ASU 2016-02 on the Company’s financial statement presentation or disclosures. In July 2017, the FASB issued ASU No. 2017-11, “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features; (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception” (“ASU 2017-11”). ASU 2017-11 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted for as derivative liabilities. A company will recognize the value of a down round feature only when it is triggered, and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income available to common stockholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The guidance in ASU 2017-11 can be applied using a full or modified retrospective approach. The Company is currently evaluating the impact of the adoption of ASU 2017-11 on the Company’s financial statement presentation or disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 3. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consist of the following: March 31, 2018 December 31, 2017 Accounts payable $ 262,027 $ 216,903 Accrued bonus - 456,000 Deferred Directors’ fees 54,725 47,225 $ 316,752 $ 720,128 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 4. Commitments and Contingencies Contingencies The Company is subject to claims and assessments from time to time in the ordinary course of business. The Company’s management does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. |
Notes Payable - Related Parties
Notes Payable - Related Parties | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable - Related Parties | 5. Notes Payable - Related Parties Note Type Issue Date Maturity Date Interest Rate March 31, 2018 December 31, 2017 (A) First Secured Convertible Note 10/24/14 12/31/19 8.75 % $ 5,000,000 $ 5,000,000 (A) Second Secured Convertible Note 5/4/15 12/31/19 8.75 % 2,000,000 2,000,000 (B) Third Secured Convertible Note 2/24/16 2/23/19 8.75 % 2,000,000 2,000,000 9,000,000 9,000,000 Less: Debt discount 567,733 724,606 Less: Debt issuance costs 35,913 45,707 Net Notes payable $ 8,396,354 $ 8,229,687 First and Second Secured Convertible Notes and Warrants (A) On October 24, 2014 and May 4, 2015, the Company issued two convertible promissory notes in the aggregate amount of $7,000,000 to Hankey Capital, LLC (“Hankey Capital”). The president of Hankey Capital is a non-independent board member. The Convertible Notes mature on December 31, 2019 and bear interest at an annual rate of interest of the “prime rate” plus 4.0%, with a minimum rate of 8.5% per annum until maturity, with interest payable monthly in arrears. Prior to the Maturity Date, Hankey Capital has a right, in its sole discretion, to convert the Convertible Notes into shares of the Company’s Common Stock, at a conversion rate equal to the greater of (i) $1.58 per share or (ii) 70% of the average daily price for the Common Stock as measured over the course of the 60 day period prior to the conversion. The Company also issued warrants to Hankey Capital for 5,854,431 shares of Common Stock at an exercise price per share of $1.58 that expire three years from the date of issuance. In connection with the Convertible Notes, the Company issued 8,860,760 common shares as collateral shares and paid commitment fees in the amount of 3.0% of the original principal amount of the loans ($210,000) to Hankey Capital and other aggregate offering costs of $594,550. The relative fair value of the 5,854,431 warrants issued to Hankey was determined to be $2,086,859 using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 0.82% - 0.96%; dividend yield of 0%; volatility rate of 96.77% - 96.83%; and an expected life of three years (statutory term). As of October 24, 2014 and May 4, 2015, the effective conversion price was greater than the market price of shares of the Company’s common stock; therefore, a beneficial conversion feature was not recognized. The aggregate value of the warrants and offering costs totaling $2,891,409 was considered to be a debt discount upon issuance of the notes and was amortized as interest over the terms of the notes or in full upon the conversion of the notes. The Convertible Notes are secured by 5,854,431collateral shares of Common Stock issued by the Company in the name of Hankey Capital, in such amount so as to maintain a loan to value ratio of no greater than 50% (the “Collateral”). The number of shares in the Collateral shall be adjusted on a yearly basis. The Convertible Notes are further secured by collateral assignments of all the Company’s license agreements. The principal amount of the loan is pre-payable in whole or in part at any time, without premium or penalty. Upon any voluntary partial prepayment of outstanding principal, Hankey Capital will return Collateral shares to the Company in the amount necessary, if any, to maintain the loan to value ratio at no less than 50%. Upon a full payment of the outstanding principal, all Collateral shares shall be returned return and cancelled. Hankey Capital will also return Collateral shares under the same terms in case of partial or full conversion of the Convertible Notes. The Notes and Warrants contain provisions limiting the exercise/conversion thereof. On February 24, 2016, the First and Second Secured Convertible Notes were modified to extend the maturity date to December 31, 2019 and fix the conversion price at $1.58 and the warrants were amended to extend their expiration date by two years. The Company determined that the extension of the convertible notes’ maturity dates and the warrants’ expiration dates resulted in a debt extinguishment for accounting purposes since the change in fair value of the warrants as a result of the extension of their expiration dates was more than 10% of the original value of the convertible notes. As such, the Company recorded the notes at their aggregate fair value of $7,000,000. The Company recorded a loss on extinguishment of debt totaling $2,842,580 of which $1,005,646 represented the increased fair value of the warrants and $1,836,934 related to write off the remaining valuation discount on that date. Third Secured Convertible Term Note and Warrants (B) On February 24, 2016, the Company issued a convertible promissory note in the amount of $2,000,000 to Hankey Capital. The Third Convertible Note matures on February 23, 2019 (the “Maturity Date”) and bears interest at an annual rate of interest at the “prime rate” (as quoted in the “Money Rates” section of The Wall Street Journal) plus 4.0%, with a minimum rate of 8.5% per annum until maturity, with interest payable monthly in arrears. Prior to the Maturity Date, Hankey Capital has a right, in its sole discretion, to convert the Convertible Note into shares of the Company’s common stock (the “Conversion Shares”), at a conversion rate equal to $1.58 per share and issued a warrant to Hankey Capital for 1,463,415 shares of Common Stock at an exercise price per share of $2.05. The Warrant will expire on February 23, 2021. The Note and Warrant contain provisions limiting the exercise/conversion thereof. The Convertible Note is secured by 1,463,415 collateral shares of Common Stock issued by the Company in the name of Hankey Capital, in such amount so as to maintain a loan to value ratio of no greater than 50%. The number of Collateral Shares will be adjusted on a yearly basis. The Convertible Note is further secured by all of the Company’s personal property, including collateral assignments of all the Company’s license agreements and the MTF Sygnal Option Agreement. The principal amount of the loan is prepayable in whole or in part at any time, without premium or penalty. Upon any voluntary partial prepayment of outstanding principal, Hankey Capital will return Collateral Shares to the Company in the amount necessary, if any, to maintain the loan to value ratio at no less than 50%. Upon a full payment of the outstanding principal, all Collateral Shares will be returned and cancelled. Hankey Capital will also return Collateral Shares under the same terms in case of partial or full conversion of the Convertible Note. In connection with the Convertible Note, on February 24, 2016 the Company issued 2,531,646 common shares as collateral and paid a commitment fee in the amount of $40,000 (2% of the original principal amount of the Loan) and other offering costs totaling $77,532. The relative fair value of the 1,463,415 warrants issued to Hankey was determined to be $1,103,817 using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 0.90%; dividend yield of 0%; volatility rate of 119%; and an expected life of five years (statutory term). As of February 24, 2017, the effective conversion price was less than the market price of shares of the Company’s common stock. As such, the Company recognized a beneficial conversion feature of $778,651. The aggregate value of the warrants, beneficial conversion feature and offering costs of $2,000,000 was considered to be a debt discount upon issuance of the note and will be amortized as interest over the term of the note or in full upon the conversion of the note. In connection with the Third Convertible Note with Hankey Capital, during 2016 Hankey Capital exercised warrants to purchase an aggregate of 791,139 shares resulting in gross proceeds to the Company of $1,250,000, and the parties agreed to extend the maturity date of the first two convertible secured notes to December 31, 2019 and fix the conversion rate at $1.58. The Company also agreed to extend the term of the warrants issued with the first two convertible notes to five years from issuance. The total debt discount amortization related to our outstanding debt for the periods ended March 31, 2018 and 2017, was $156,873 and $520,508, respectively. The unamortized debt discount at March 31, 2018 was $567,733. The discount is expected to be recognized over a period of 1.56 years. The unamortized debt discount at December 31, 2017 was $724,606. The total debt issuance amortization related to our outstanding debt for the periods ended March 31, 2018 and 2017, was $9,794 and $9,794, respectively. The unamortized debt issuance costs at March 31, 2018 was $35,913. The cost is expected to be recognized over a period of 1.56 years. The unamortized debt issuance costs at December 31, 2017 was $45,707. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Deficit | 6. Stockholders’ Deficit Preferred Stock The Company’s amended and restated certificate of incorporation authorizes the Company to issue a total of 20,000,000 shares of preferred stock. No shares have been issued. Common Stock The Company’s amended and restated certificate of incorporation authorizes the Company to issue a total of 100,000,000 shares of common stock. As of March 31, 2018 and December 31, 2017, the Company had an aggregate of 43,929,330 and 43,280,795 shares of common stock outstanding, respectively. In February 2018, 322,893 warrants were net exercised resulting in the issuance of 167,063 shares of common stock. In February 2018, management was issued 231,472 shares of restricted common stock with a fair value of $456,000 in settlement of bonuses payable. On March 26, 2018, the Company entered into a share purchase agreement pursuant to which an aggregate of 250,000 shares of common stock of the Company at a price per share equal to $2.00 for total proceeds of $500,000. Common Stock Warrants A summary of warrant activity for the period ended March 31, 2018 is presented below: Number of Weighted Average Exercise Weighted Average Subject to Exercise Warrants Price Life (Years) Outstanding as of December 31, 2017 10,264,238 $ 1.52 2.23 Granted – 2018 - - - Forfeited/Expired – 2018 (699,037 ) - - Exercised – 2018 (322,893 ) 0.95 3.33 Outstanding as of March 31, 2018 9,242,308 $ 1.53 2.10 As of March 31, 2018, the Company had outstanding vested and unexercised Common Stock Warrants as follows: Date Issued Exercise Price Number of Warrants Expiration date 2009 $ 0.44 118,383 March 16, 2019 2010 $ 0.44 226,588 February 4, 2020 April 2013 $ 1.00 50,000 April 28, 2020 September 2013 $ 1.00 50,000 September 4, 2020 September 2013 $ 1.00 25,000 September 20, 2020 November 2013 $ 1.00 75,000 November 14, 2020 July 2014 $ 1.50 166,667 May 30, 2018 July 2014 $ 1.50 166,667 September 30, 2018 July 2014 $ 1.00 500,000 September 30, 2018 July 2014 $ 1.00 46,667 July 2, 2018 July 2014 $ 0.00 12,625 July 10, 2018 September 2014 $ 1.62 625,000 August 31, 2021 September 2014 $ 1.00 405,187 September 18, 2021 September 2014 $ 1.00 89,588 September 29, 2021 October 2014 $ 1.58 3,164,558 October 23, 2019 May 2015 $ 1.58 1,898,734 May 4, 2020 October 2015 $ 1.58 158,229 October 27, 2018 February 2016 $ 2.05 1,463,415 February 23, 2021 Total outstanding warrants at March 31, 2018 9,242,308 An aggregate of 322,893 common stock warrants were exercised on a non-cash basis and 699,037 warrants expired during the period ended March 31, 2018. The intrinsic value of the outstanding warrants on March 31, 2018 is $4,402,055. |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | 7. Stock-based Compensation 2015 Equity Incentive Plan The Company has 14,000,000 shares of Common Stock authorized and reserved for issuance under our 2015 Equity Incentive Plan for option awards. This reserve may be increased by the Board each year by up to the number of shares of stock equal to 5% of the number of shares of stock issued and outstanding on the immediately preceding December 31. Appropriate adjustments will be made in the number of authorized shares and other numerical limits in our 2015 Equity Incentive Plan and in outstanding awards to prevent dilution or enlargement of participants’ rights in the event of a stock split or other change in our capital structure. Shares subject to awards granted under our 2015 Equity Incentive Plan which expire, are repurchased or are cancelled or forfeited will again become available for issuance under our 2015 Equity Incentive Plan. The shares available will not be reduced by awards settled in cash. Shares withheld to satisfy tax withholding obligations will not again become available for grant. The gross number of shares issued upon the exercise of stock appreciation rights or options exercised by means of a net exercise or by tender of previously owned shares will be deducted from the shares available under our 2015 Equity Incentive Plan. Awards may be granted under our 2015 Equity Incentive Plan to our employees, including officers, director or consultants, and our present or future affiliated entities. While we may grant incentive stock options only to employees, we may grant non-statutory stock options, stock appreciation rights, restricted stock purchase rights or bonuses, restricted stock units, performance shares, performance units and cash-based awards or other stock based awards to any eligible participant. The 2015 Equity Incentive Plan will be administered by our compensation committee. Subject to the provisions of our 2015 Equity Incentive Plan, the compensation committee determines, in its discretion, the persons to whom, and the times at which, awards are granted, as well as the size, terms and conditions of each award. All awards are evidenced by a written agreement between us and the holder of the award. The compensation committee has the authority to construe and interpret the terms of our 2015 Equity Incentive Plan and awards granted under our 2015 Equity Incentive Plan. A summary of stock option activity for the period ended March 31, 2018, is presented below: Number of Weighted Average Exercise Weighted Average Aggregate Intrinsic Subject to Exercise Options Price Life (Years) Value Outstanding as of December 31, 2017 8,397,216 $ 1.64 7.55 $ 4,373,120 Granted – 2018 52,218 1.97 10.00 - Forfeited – 2018 - - - - Exercised – 2018 - - - - Outstanding as of March 31, 2018 8,449,434 $ 1.64 7.32 $ 4,718,367 As of March 31, 2018, the Company had outstanding stock options as follows: Date Issued Exercise Price Number of Options Expiration date September 2014 $ 1.59 583,059 December 27, 2025 November 2014 $ 1.59 174,918 December 27, 2025 August 2015 $ 1.59 3,121,787 December 27, 2025 September 2015 $ 1.59 200,000 December 27, 2025 November 2015 $ 1.59 1,224,640 December 27, 2025 December 2015 $ 1.59 802,716 December 27, 2025 January 2016 $ 1.59 1,275,786 January 9, 2026 March 2016 $ 2.05 54,000 February 24, 2021 May 2016 $ 2.05 807,434 May 26, 2026 June 2016 $ 2.05 99,315 May 31, 2026 January 2017 $ 2.05 53,561 January 1, 2027 January 2018 $ 1.97 52,218 January 1, 2028 Total outstanding options at March 31, 2018 8,449,434 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value ( i.e. There were 52,218 options granted with a fair value of $100,000 during the period ended March 31, 2018. Vesting of options differs based on the terms of each option. The Company has valued the options at their date of grant utilizing the Black-Scholes option pricing model. As of the issuance of these condensed consolidated financial statements, there was no active public market for the Company’s shares. Accordingly, the fair value of the options was determined based on the historical volatility data of similar companies, considering the industry, products and market capitalization of such other entities. The risk-free interest rate used in the calculations is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the expected life of the options as calculated using the simplified method. The expected life of the options used was based on the contractual life of the option granted. Stock-based compensation is a non-cash expense because we settle these obligations by issuing shares of our common stock from our authorized shares instead of settling such obligations with cash payments. During the periods ended March 31, 2018 and 2017, the Company had stock-based compensation expense of $367,686 and $1,438,018, respectively, related to the vesting of stock options granted to the Company’s employees, directors, and consultants included in our reported net loss. The Company utilized the Black-Scholes option pricing model. The assumptions used for the periods ended March 31, 2018 and 2017 are as follows: March 31, 2018 March 31, 2017 Risk free interest rate 2.302%-2.659 % 1.99%-2.306 % Expected life (in years) 6.24-7.75 5.5-9.0 Expected Volatility 169.33%-179.79 % 135.94%-142.69 % Expected dividend yield 0 % 0 % A summary of the changes in the Company’s non-vested options during the period ended March 31, 2018, is as follows: Number of Non-vested Options Weighted Average Fair Value at Grant Date Non-vested at January 1, 2018 2,653,039 $ 1.46 Granted in 2018 52,218 $ 1.92 Forfeited – 2018 - $ - Vested in 2018 (26,444 ) $ 1.89 Non-vested at March 31, 2018 2,678,813 $ 1.51 Exercisable at March 31, 2018 5,770,621 $ 1.44 Outstanding at March 31, 2018 8,449,434 $ 1.46 As of March 31, 2018, total unrecognized compensation cost related to unvested stock options was $1,288,772. The cost is expected to be recognized over a weighted average period of 1.19 years. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. Related Party Transactions Hankey Capital LLC (Hankey Capital) Hankey Capital holds certain convertible notes of the Company as discussed in Note 5. The President of Hankey Capital is a non-independent board member and a significant shareholder. Founders The Company entered into a Letter Agreement effective October 2, 2015, with each of Dr. Chia Soo, Dr. Eric Kang Ting and Dr. Ben Wu (collectively, the “Founders”). The Founders were three of the original shareholders of the Company. Pursuant to the Letter Agreement, the Founders agrees to deliver to the Company all past work product and past data related to NELL-1 (the “Data”) for use by the Company in its sole discretion, within the applicable licensing rights granted under the UCLA license and in exchange the Company agreed to the future issuance of an aggregate of 1,153,846 shares of the Company’s common stock. The Shares are to be equally distributed between the Founders upon the earlier of (i) the third anniversary of the Agreement and (ii) the occurrence of a Liquidity Event (as defined in the Letter Agreement) and are currently reported as Shares to be Issued. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events On May 1, 2018, Hankey Capital agreed to extend the May 1 st On May 14, 2018, pursuant to a Note Purchase Agreement, the Company issued to Hankey Capital a secured promissory note in the amount of $600,000 (the “Note”). The Note matures on December 31, 2018 and bears interest at an annual rate of interest of 8.5% per annum until maturity. Upon the closing of a convertible note offering which results in gross proceeds to the Company in the aggregate amount of at least two million dollars ($2,000,000) (inclusive of the amounts under this Note) (a “Qualified Note Financing”), the outstanding Principal Amount of this Note together with any accrued but unpaid interest shall be converted into the Convertible Notes being issued and sold in the Qualified Note Financing. The obligations under the Note are secured by a first priority security interest on all of the assets of the Company. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The interim condensed consolidated financial statements included herein reflect all material adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) which, in the opinion of management, are ordinary and necessary for a fair presentation of results for the interim periods. Certain information and footnote disclosures required under the accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The Company believes that the disclosures are adequate to make the information presented not misleading. The condensed consolidated balance sheet information as of December 31, 2017 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on April 2, 2018 (the “2017 Annual Report”). These condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2017 and notes thereto included in the 2017 Annual Report. As disclosed in the Annual Report on Form 10-K for the year ended December 31, 2017, certain amounts previously reported in the Form 10-Q for the period ended March 31, 2017 have been restated to correct for certain accounting errors. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the entire fiscal year ended December 31, 2018 or for any other period. |
Use of Estimates | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Significant estimates include the assumptions used in the accrual for potential liabilities, the valuation of stock options and warrants issued for services, and deferred tax valuation allowances. Actual results could differ from those estimates. |
Stock Based Compensation | Stock Based Compensation ASC 718, Compensation – Stock Compensation The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – based Payments to Non-Employees In light of the very limited trading of our common stock, the fair value of the shares was determined based on the then most recent price per share at which we sold common stock to unrelated parties in a private placement during the periods then ended. Pursuant to ASU No. 2016-09 – Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, |
Loss Per Common Share | Loss per Common Share The Company utilizes FASB ASC Topic No. 260, Earnings per Share Since the effects of outstanding options, warrants, and the conversion of convertible debt are anti-dilutive in during the periods ended March 31, 2018 and 2017, shares of common stock underlying these instruments have been excluded from the computation of loss per common share. The following sets forth the number of shares of common stock underlying outstanding options, warrants, and convertible debt as of March 31, 2018 and 2017: March 31, 2018 2017 Warrants 9,242,308 10,390,820 Stock options 8,449,434 12,736,408 Convertible promissory notes 5,696,203 8,896,203 23,387,945 32,023,431 |
New Accounting Standards | New Accounting Standards In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02), Leases (Topic 842). ASU 2016-02 requires a lessee to record a right-of-use asset and a corresponding lease liability, initially measured at the present value of the lease payments, on the balance sheet for all leases with terms longer than 12 months, as well as the disclosure of key information about leasing arrangements. ASU 2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. ASU 2016-02 requires classification of all cash payments within operating activities in the statement of cash flows. Disclosures are required to provide the amount, timing and uncertainty of cash flows arising from leases. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. The Company has not yet evaluated the impact of the adoption of ASU 2016-02 on the Company’s financial statement presentation or disclosures. In July 2017, the FASB issued ASU No. 2017-11, “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features; (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception” (“ASU 2017-11”). ASU 2017-11 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted for as derivative liabilities. A company will recognize the value of a down round feature only when it is triggered, and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income available to common stockholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The guidance in ASU 2017-11 can be applied using a full or modified retrospective approach. The Company is currently evaluating the impact of the adoption of ASU 2017-11 on the Company’s financial statement presentation or disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following sets forth the number of shares of common stock underlying outstanding options, warrants, and convertible debt as of March 31, 2018 and 2017: March 31, 2018 2017 Warrants 9,242,308 10,390,820 Stock options 8,449,434 12,736,408 Convertible promissory notes 5,696,203 8,896,203 23,387,945 32,023,431 |
Accounts Payable and Accrued 19
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consist of the following: March 31, 2018 December 31, 2017 Accounts payable $ 262,027 $ 216,903 Accrued bonus - 456,000 Deferred Directors’ fees 54,725 47,225 $ 316,752 $ 720,128 |
Notes Payable - Related Parti20
Notes Payable - Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Note Type Issue Date Maturity Date Interest Rate March 31, 2018 December 31, 2017 (A) First Secured Convertible Note 10/24/14 12/31/19 8.75 % $ 5,000,000 $ 5,000,000 (A) Second Secured Convertible Note 5/4/15 12/31/19 8.75 % 2,000,000 2,000,000 (B) Third Secured Convertible Note 2/24/16 2/23/19 8.75 % 2,000,000 2,000,000 9,000,000 9,000,000 Less: Debt discount 567,733 724,606 Less: Debt issuance costs 35,913 45,707 Net Notes payable $ 8,396,354 $ 8,229,687 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Schedule of Warrant Activity | A summary of warrant activity for the period ended March 31, 2018 is presented below: Number of Weighted Average Exercise Weighted Average Subject to Exercise Warrants Price Life (Years) Outstanding as of December 31, 2017 10,264,238 $ 1.52 2.23 Granted – 2018 - - - Forfeited/Expired – 2018 (699,037 ) - - Exercised – 2018 (322,893 ) 0.95 3.33 Outstanding as of March 31, 2018 9,242,308 $ 1.53 2.10 |
Schedule of Outstanding Vested and Unexercised Common Stock Warrants | As of March 31, 2018, the Company had outstanding vested and unexercised Common Stock Warrants as follows: Date Issued Exercise Price Number of Warrants Expiration date 2009 $ 0.44 118,383 March 16, 2019 2010 $ 0.44 226,588 February 4, 2020 April 2013 $ 1.00 50,000 April 28, 2020 September 2013 $ 1.00 50,000 September 4, 2020 September 2013 $ 1.00 25,000 September 20, 2020 November 2013 $ 1.00 75,000 November 14, 2020 July 2014 $ 1.50 166,667 May 30, 2018 July 2014 $ 1.50 166,667 September 30, 2018 July 2014 $ 1.00 500,000 September 30, 2018 July 2014 $ 1.00 46,667 July 2, 2018 July 2014 $ 0.00 12,625 July 10, 2018 September 2014 $ 1.62 625,000 August 31, 2021 September 2014 $ 1.00 405,187 September 18, 2021 September 2014 $ 1.00 89,588 September 29, 2021 October 2014 $ 1.58 3,164,558 October 23, 2019 May 2015 $ 1.58 1,898,734 May 4, 2020 October 2015 $ 1.58 158,229 October 27, 2018 February 2016 $ 2.05 1,463,415 February 23, 2021 Total outstanding warrants at March 31, 2018 9,242,308 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Option Activity | A summary of stock option activity for the period ended March 31, 2018, is presented below: Number of Weighted Average Exercise Weighted Average Aggregate Intrinsic Subject to Exercise Options Price Life (Years) Value Outstanding as of December 31, 2017 8,397,216 $ 1.64 7.55 $ 4,373,120 Granted – 2018 52,218 1.97 10.00 - Forfeited – 2018 - - - - Exercised – 2018 - - - - Outstanding as of March 31, 2018 8,449,434 $ 1.64 7.32 $ 4,718,367 |
Schedule of Stock Option | As of March 31, 2018, the Company had outstanding stock options as follows: Date Issued Exercise Price Number of Options Expiration date September 2014 $ 1.59 583,059 December 27, 2025 November 2014 $ 1.59 174,918 December 27, 2025 August 2015 $ 1.59 3,121,787 December 27, 2025 September 2015 $ 1.59 200,000 December 27, 2025 November 2015 $ 1.59 1,224,640 December 27, 2025 December 2015 $ 1.59 802,716 December 27, 2025 January 2016 $ 1.59 1,275,786 January 9, 2026 March 2016 $ 2.05 54,000 February 24, 2021 May 2016 $ 2.05 807,434 May 26, 2026 June 2016 $ 2.05 99,315 May 31, 2026 January 2017 $ 2.05 53,561 January 1, 2027 January 2018 $ 1.97 52,218 January 1, 2028 Total outstanding options at March 31, 2018 8,449,434 |
Schedule of Assumptions Using Black-Scholes Option Pricing Model | The Company utilized the Black-Scholes option pricing model. The assumptions used for the periods ended March 31, 2018 and 2017 are as follows: March 31, 2018 March 31, 2017 Risk free interest rate 2.302%-2.659 % 1.99%-2.306 % Expected life (in years) 6.24-7.75 5.5-9.0 Expected Volatility 169.33%-179.79 % 135.94%-142.69 % Expected dividend yield 0 % 0 % |
Schedule of Non-vested Options | A summary of the changes in the Company’s non-vested options during the period ended March 31, 2018, is as follows: Number of Non-vested Options Weighted Average Fair Value at Grant Date Non-vested at January 1, 2018 2,653,039 $ 1.46 Granted in 2018 52,218 $ 1.92 Forfeited – 2018 - $ - Vested in 2018 (26,444 ) $ 1.89 Non-vested at March 31, 2018 2,678,813 $ 1.51 Exercisable at March 31, 2018 5,770,621 $ 1.44 Outstanding at March 31, 2018 8,449,434 $ 1.46 |
The Company (Details Narrative)
The Company (Details Narrative) - USD ($) | 3 Months Ended | 125 Months Ended | ||||
Mar. 31, 2018 | Jun. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Gross revenue | $ 1,070,000,000 | |||||
Non-convertible debt securities | 1,070,000,000 | 1,070,000,000 | ||||
Net income loss | 1,454,641 | 2,922,526 | 60,600,000 | |||
Estimated operating expenditure for next twelve months | 7,200,000 | 7,200,000 | ||||
Total stockholders' deficit | (8,534,278) | (8,534,278) | $ (8,395,823) | |||
Net cash in operating activities | 818,875 | 1,008,039 | ||||
Equity financing | 500,000 | |||||
Working capital deficit | 137,924 | 137,924 | ||||
Cash | 371,404 | $ 1,612,336 | 371,404 | $ 690,279 | $ 620,375 | |
May 1, 2018 [Member] | ||||||
Cash | $ 191,771 | $ 191,771 | ||||
Non-affiliates [Member] | ||||||
Market value of common stock | $ 700,000,000 | |||||
October 2016 and February 2017 Note Purchase Agreement [Member] | ||||||
Percentage of defer earned compensation | 20.00% | |||||
October 2016 and February 2017 Note Purchase Agreement [Member] | Directors [Member] | ||||||
Percentage of defer earned compensation | 50.00% | |||||
Cash compensation received | $ 5,000,000 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Uncertain tax positions | ||
Interest and/or penalties related to income tax |
Summary of Significant Accoun25
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Anti-dilutive securities outstanding excluded from computation of diluted net loss per share | 23,387,945 | 32,023,431 |
Warrants [Member] | ||
Anti-dilutive securities outstanding excluded from computation of diluted net loss per share | 9,242,308 | 10,390,820 |
Stock Options [Member] | ||
Anti-dilutive securities outstanding excluded from computation of diluted net loss per share | 8,449,434 | 12,736,408 |
Convertible Promissory Notes [Member] | ||
Anti-dilutive securities outstanding excluded from computation of diluted net loss per share | 5,696,203 | 8,896,203 |
Accounts Payable and Accrued 26
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 262,027 | $ 216,903 |
Accrued bonus | 456,000 | |
Deferred directors' fees | 54,725 | 47,225 |
Total accounts payable and accrued expenses | $ 316,752 | $ 720,128 |
Notes Payable - Related Parti27
Notes Payable - Related Parties (Details Narrative) - USD ($) | Feb. 24, 2016 | May 04, 2015 | Oct. 24, 2014 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 |
Debt discount amortization | $ 156,873 | $ 520,508 | |||||
Unamortized debt discount | $ 567,733 | $ 724,606 | |||||
Amortization over period | 1 year 6 months 21 days | ||||||
Unamortized debt issuance cost | $ 35,913 | $ 45,707 | |||||
Convertible Promissory Notes [Member] | |||||||
Debt discount amortization | 9,794 | $ 9,794 | |||||
Unamortized debt discount | $ 35,922 | ||||||
Amortization over period | 1 year 6 months 21 days | ||||||
Hankey Capital, LLC [Member] | Third Warrant [Member] | |||||||
Warrant to purchase shares of common stock | 1,463,415 | 791,139 | |||||
Warrant exercise price | $ 2.05 | ||||||
Warrant expiration date | Feb. 23, 2021 | ||||||
Hankey Capital, LLC [Member] | Third Secured Convertible Term Note and Warrant [Member] | |||||||
Convertible promissory note amount | $ 2,000,000 | ||||||
Debt maturity date | Feb. 23, 2019 | ||||||
Debt instrument conversion price per share | $ 1.58 | ||||||
Percentage of commitment fee paid | 2.00% | ||||||
Loan commitment fee amount | $ 40,000 | ||||||
Offering costs | $ 77,532 | ||||||
Fair value of warrants issued | 1,463,415 | ||||||
Increased fair value of the warrants | $ 1,103,817 | ||||||
Risk-free interest rate | 0.90% | ||||||
Dividend yield | 0.00% | ||||||
Volatility rate | 119.00% | ||||||
Expected life | 5 years | ||||||
Debt discount amortization | $ 2,000,000 | ||||||
Number of shares of common stock issued as collateral | 1,463,415 | ||||||
Number of common stock shares issued for lending | 2,531,646 | ||||||
Beneficial conversion feature | $ 778,651 | ||||||
Hankey Capital, LLC [Member] | First Two Convertible Secured Notes [Member] | |||||||
Debt instrument conversion price per share | $ 1.58 | ||||||
Hankey Capital, LLC [Member] | First Two Convertible Secured Notes [Member] | Third Warrant [Member] | |||||||
Warrant expiration date | Dec. 31, 2019 | ||||||
Gross proceeds from warrant issued | $ 1,250,000 | ||||||
Warrant term | 5 years | ||||||
Hankey Capital, LLC [Member] | Minimum [Member] | Third Secured Convertible Term Note and Warrant [Member] | |||||||
Debt instrument interest rate | 8.50% | ||||||
Loan for collateral value ratio percentage | 50.00% | ||||||
Hankey Capital, LLC [Member] | Maximum [Member] | Third Secured Convertible Term Note and Warrant [Member] | |||||||
Loan for collateral value ratio percentage | 50.00% | ||||||
Hankey Capital, LLC [Member] | Prime Rate [Member] | Third Secured Convertible Term Note and Warrant [Member] | |||||||
Debt instrument interest rate | 4.00% | ||||||
First and Second Secured Convertible Notes and Warrant [Member] | Hankey Capital, LLC [Member] | |||||||
Convertible promissory note amount | $ 7,000,000 | $ 7,000,000 | |||||
Debt maturity date | Dec. 31, 2019 | Dec. 31, 2019 | |||||
Debt instrument conversion price per share | $ 1.58 | $ 1.58 | |||||
Average daily price for the common stock percentage | 70.00% | 70.00% | |||||
Warrant to purchase shares of common stock | 5,854,431 | 5,854,431 | |||||
Warrant exercise price | $ 1.58 | $ 1.58 | |||||
Debt maturity expiration | 3 years | 3 years | |||||
Debt conversion converted instrument shares | 8,860,760 | 8,860,760 | |||||
Percentage of commitment fee paid | 3.00% | 3.00% | |||||
Loan commitment fee amount | $ (210,000) | $ (210,000) | |||||
Offering costs | $ 594,550 | $ 594,550 | |||||
Fair value of warrants issued | 5,854,431 | 5,854,431 | |||||
Increased fair value of the warrants | $ 2,086,859 | $ 2,086,859 | |||||
Dividend yield | 0.00% | 0.00% | |||||
Expected life | 3 years | 3 years | |||||
Debt discount amortization | $ 2,891,409 | $ 2,891,409 | |||||
Number of shares of common stock issued as collateral | 5,854,431 | 5,854,431 | |||||
First and Second Secured Convertible Notes and Warrant [Member] | Hankey Capital, LLC [Member] | Minimum [Member] | |||||||
Debt instrument interest rate | 8.50% | 8.50% | |||||
Risk-free interest rate | 0.82% | 0.82% | |||||
Volatility rate | 96.77% | 96.77% | |||||
Loan for collateral value ratio percentage | 50.00% | 50.00% | |||||
First and Second Secured Convertible Notes and Warrant [Member] | Hankey Capital, LLC [Member] | Maximum [Member] | |||||||
Risk-free interest rate | 0.96% | 0.96% | |||||
Volatility rate | 96.83% | 96.83% | |||||
Loan for collateral value ratio percentage | 50.00% | 50.00% | |||||
First and Second Secured Convertible Notes and Warrant [Member] | Hankey Capital, LLC [Member] | Prime Rate [Member] | |||||||
Debt instrument interest rate | 4.00% | 4.00% | |||||
First and Second Secured Convertible Notes [Member] | |||||||
Debt maturity date | Dec. 31, 2019 | ||||||
Debt instrument conversion price per share | $ 1.58 | ||||||
Increased fair value of the warrants | $ 1,005,646 | ||||||
Warrant expiration date description | The warrants were amended to extend their expiration date by two years. | ||||||
Original value of the convertible notes percentage | 10.00% | ||||||
Fair value of notes | $ 7,000,000 | ||||||
Loss on extinguishment of debt | 2,842,580 | ||||||
Valuation discount written off | $ 1,836,934 |
Notes Payable - Related Parti28
Notes Payable - Related Parties - Schedule of Notes Payable (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Secured Convertible Note | $ 9,000,000 | $ 9,000,000 |
Less: Debt discount | 567,733 | 724,606 |
Less: Debt issuance costs | 35,913 | 45,707 |
Net Notes payable | $ 8,396,354 | 8,229,687 |
First Secured Convertible Note [Member] | ||
Issue Date | Oct. 24, 2014 | |
Maturity Date | Dec. 31, 2019 | |
Interest Rate | 8.50% | |
Secured Convertible Note | $ 5,000,000 | 5,000,000 |
Second Secured Convertible Note [Member] | ||
Issue Date | May 4, 2015 | |
Maturity Date | Dec. 31, 2019 | |
Interest Rate | 8.50% | |
Secured Convertible Note | $ 2,000,000 | 2,000,000 |
Third Secured Convertible Note [Member] | ||
Issue Date | Feb. 24, 2016 | |
Maturity Date | Feb. 23, 2019 | |
Interest Rate | 8.50% | |
Secured Convertible Note | $ 2,000,000 | $ 2,000,000 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Mar. 26, 2018 | Feb. 28, 2018 | Feb. 28, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||||
Preferred stock, shares issued | ||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||
Common stock, shares outstanding | 43,929,330 | 43,280,795 | ||||
Proceeds from issuance of common stock | $ 500,000 | |||||
Number of warrants exercised | 322,893 | 322,893 | ||||
Issuance of common stock | 167,063 | |||||
Warrants [Member] | ||||||
Number of warrants exercised | 322,893 | |||||
Number of warrants expired | 699,037 | |||||
Outstanding value of warrants | $ 4,402,055 | |||||
Restricted Common Stock [Member] | ||||||
Proceeds from issuance of common stock | $ 500,000 | |||||
Issuance of common stock | 250,000 | |||||
Stock issued during settlement of bonuses payable, shares | 231,472 | |||||
Stock issued during settlement of bonuses payable | $ 456,000 | |||||
Common stock issued price per share | $ 2 |
Stockholders_ Deficit - Schedul
Stockholders’ Deficit - Schedule of Warrant Activity (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Number of Warrants Outstanding, Beginning balance | shares | 10,264,238 |
Number of Warrants, Granted | shares | |
Number of Warrants, Forfeited/Expired | shares | (699,037) |
Number of Warrants, Exercised | shares | (322,893) |
Number of Warrants Outstanding, Ending balance | shares | 9,242,308 |
Weighted Average Exercise Price, Outstanding, Beginning | $ / shares | $ 1.52 |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Weighted Average Exercise Price, Exercised | $ / shares | 0.95 |
Weighted Average Exercise Price, Outstanding, Ending | $ / shares | $ 1.53 |
Weighted Average Life (Years), Outstanding, Beginning | 2 years 2 months 23 days |
Weighted Average Life (Years), Granted | 0 years |
Weighted Average Life (Years), Forfeited | 0 years |
Weighted Average Life (Years), Exercised | 3 years 3 months 29 days |
Weighted Average Life (Years), Outstanding. Ending | 2 years 1 month 6 days |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Outstanding Vested and Unexercised Common Stock Warrants (Details) | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Number of Warrants | 8,449,434 |
Unexercised Common Stock Warrants [Member] | |
Number of Warrants | 9,242,308 |
2009 [Member] | Unexercised Common Stock Warrants [Member] | |
Exercise Price | $ / shares | $ 0.44 |
Number of Warrants | 118,383 |
Warrants Expiration Date | Mar. 16, 2019 |
2010 [Member] | Unexercised Common Stock Warrants [Member] | |
Exercise Price | $ / shares | $ 0.44 |
Number of Warrants | 226,588 |
Warrants Expiration Date | Feb. 4, 2020 |
April 2013 [Member] | Unexercised Common Stock Warrants [Member] | |
Exercise Price | $ / shares | $ 1 |
Number of Warrants | 50,000 |
Warrants Expiration Date | Apr. 28, 2020 |
September 2013 [Member] | Unexercised Common Stock Warrants [Member] | |
Exercise Price | $ / shares | $ 1 |
Number of Warrants | 50,000 |
Warrants Expiration Date | Sep. 4, 2020 |
September 2013 (1) [Member] | Unexercised Common Stock Warrants [Member] | |
Exercise Price | $ / shares | $ 1 |
Number of Warrants | 25,000 |
Warrants Expiration Date | Sep. 20, 2020 |
November 2013 [Member] | Unexercised Common Stock Warrants [Member] | |
Exercise Price | $ / shares | $ 1 |
Number of Warrants | 75,000 |
Warrants Expiration Date | Nov. 14, 2020 |
July 2014 (1) [Member] | Unexercised Common Stock Warrants [Member] | |
Exercise Price | $ / shares | $ 1.50 |
Number of Warrants | 166,667 |
Warrants Expiration Date | May 30, 2018 |
July 2014 (2) [Member] | Unexercised Common Stock Warrants [Member] | |
Exercise Price | $ / shares | $ 1.50 |
Number of Warrants | 166,667 |
Warrants Expiration Date | Sep. 30, 2018 |
July 2014 (3) [Member] | Unexercised Common Stock Warrants [Member] | |
Exercise Price | $ / shares | $ 1 |
Number of Warrants | 500,000 |
Warrants Expiration Date | Sep. 30, 2018 |
July 2014 (4) [Member] | Unexercised Common Stock Warrants [Member] | |
Exercise Price | $ / shares | $ 1 |
Number of Warrants | 46,667 |
Warrants Expiration Date | Jul. 2, 2018 |
July 2014 (5) [Member] | Unexercised Common Stock Warrants [Member] | |
Exercise Price | $ / shares | $ 0 |
Number of Warrants | 12,625 |
Warrants Expiration Date | Jul. 10, 2018 |
September 2014 (1) [Member] | Unexercised Common Stock Warrants [Member] | |
Exercise Price | $ / shares | $ 1.62 |
Number of Warrants | 625,000 |
Warrants Expiration Date | Aug. 31, 2021 |
September 2014 (2) [Member] | Unexercised Common Stock Warrants [Member] | |
Exercise Price | $ / shares | $ 1 |
Number of Warrants | 405,187 |
Warrants Expiration Date | Sep. 18, 2021 |
September 2014 (3) [Member] | Unexercised Common Stock Warrants [Member] | |
Exercise Price | $ / shares | $ 1 |
Number of Warrants | 89,588 |
Warrants Expiration Date | Sep. 29, 2021 |
October 2014 [Member] | Unexercised Common Stock Warrants [Member] | |
Exercise Price | $ / shares | $ 1.58 |
Number of Warrants | 3,164,558 |
Warrants Expiration Date | Oct. 23, 2019 |
May 2015 [Member] | Unexercised Common Stock Warrants [Member] | |
Exercise Price | $ / shares | $ 1.58 |
Number of Warrants | 1,898,734 |
Warrants Expiration Date | May 4, 2020 |
October 2015 [Member] | Unexercised Common Stock Warrants [Member] | |
Exercise Price | $ / shares | $ 1.58 |
Number of Warrants | 158,229 |
Warrants Expiration Date | Oct. 27, 2018 |
February 2016 [Member] | Unexercised Common Stock Warrants [Member] | |
Exercise Price | $ / shares | $ 2.05 |
Number of Warrants | 1,463,415 |
Warrants Expiration Date | Feb. 23, 2021 |
Stock-based Compensation (Detai
Stock-based Compensation (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2015 | Oct. 02, 2015 | |
Shares authorized and reserved for issuance | 1,153,846 | |||
Number options, granted | 52,218 | |||
Fair value of stock option | $ 100,000 | |||
Stock-based compensation expense | 195,795 | $ 507,768 | ||
Unrecognized compensation cost related to unvested stock options | $ 1,288,772 | |||
Compensation, expected to be recognized over a weighted average period | 1 year 2 months 8 days | |||
Employees and Directors [Member] | ||||
Stock-based compensation expense | $ 367,686 | $ 1,438,018 | ||
2015 Equity Incentive Plan [Member] | ||||
Shares authorized and reserved for issuance | 14,000,000 | |||
Percentage of stock issued and outstanding | 5.00% |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2018USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of Options Outstanding, Beginning balance | shares | 8,397,216 |
Number of Options, Granted | shares | 52,218 |
Number of Options, Forfeited | shares | |
Number of Options, Exercised | shares | |
Number of Options Outstanding, Ending balance | shares | 8,449,434 |
Weighted Average Exercise Price, Outstanding, Beginning | $ / shares | $ 1.64 |
Weighted Average Exercise Price, Granted | $ / shares | 1.97 |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Outstanding, Ending | $ / shares | $ 1.64 |
Weighted Average Life (Years), Outstanding, Beginning | 7 years 6 months 18 days |
Weighted Average Life (Years), Granted | 10 years |
Weighted Average Life (Years), Forfeited | 0 years |
Weighted Average Life (Years), Exercised | 0 years |
Weighted Average Life (Years), Outstanding. Ending | 7 years 3 months 26 days |
Aggregate Intrinsic Value, Outstanding Beginning | $ | $ 4,373,120 |
Aggregate Intrinsic Value, Outstanding Ending | $ | $ 4,718,367 |
Stock-based Compensation - Sc34
Stock-based Compensation - Schedule of Stock Option (Details) | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Number of Options | 8,449,434 |
September 2014 [Member] | |
Exercise price | $ / shares | $ 1.59 |
Number of Options | 583,059 |
Expiration date | Dec. 27, 2025 |
November 2014 [Member] | |
Exercise price | $ / shares | $ 1.59 |
Number of Options | 174,918 |
Expiration date | Dec. 27, 2025 |
August 2015 [Member] | |
Exercise price | $ / shares | $ 1.59 |
Number of Options | 3,121,787 |
Expiration date | Dec. 27, 2025 |
September 2015 [Member] | |
Exercise price | $ / shares | $ 1.59 |
Number of Options | 200,000 |
Expiration date | Dec. 27, 2025 |
November 2015 [Member] | |
Exercise price | $ / shares | $ 1.59 |
Number of Options | 1,224,640 |
Expiration date | Dec. 27, 2025 |
December 2015 [Member] | |
Exercise price | $ / shares | $ 1.59 |
Number of Options | 802,716 |
Expiration date | Dec. 27, 2025 |
January 2016 [Member] | |
Exercise price | $ / shares | $ 1.59 |
Number of Options | 1,275,786 |
Expiration date | Jan. 9, 2026 |
March 2016 [Member] | |
Exercise price | $ / shares | $ 2.05 |
Number of Options | 54,000 |
Expiration date | Feb. 24, 2021 |
May 2016 [Member] | |
Exercise price | $ / shares | $ 2.05 |
Number of Options | 807,434 |
Expiration date | May 26, 2026 |
June 2016 [Member] | |
Exercise price | $ / shares | $ 2.05 |
Number of Options | 99,315 |
Expiration date | May 31, 2026 |
January 2017 [Member] | |
Exercise price | $ / shares | $ 2.05 |
Number of Options | 53,561 |
Expiration date | Jan. 1, 2027 |
January 2018 [Member] | |
Exercise price | $ / shares | $ 1.97 |
Number of Options | 52,218 |
Expiration date | Jan. 1, 2028 |
Stock-based Compensation - Sc35
Stock-based Compensation - Schedule of Assumptions Using Black-Scholes Option Pricing Model (Details) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Risk free interest rate, minimum | 2.302% | 1.99% |
Risk free interest rate, maximum | 2.659% | 2.306% |
Expected Volatility, minimum | 169.33% | 135.94% |
Expected Volatility, maximum | 179.79% | 142.69% |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Expected life (in years) | 6 years 2 months 27 days | 5 years 6 months |
Maximum [Member] | ||
Expected life (in years) | 7 years 9 months | 9 years |
Stock-based Compensation - Sc36
Stock-based Compensation - Schedule of Non-vested Options (Details) | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of Non-vested Options, Beginning Balance | shares | 2,653,039 |
Number of Non-vested Options, Granted | shares | 52,218 |
Number of Non-vested Options, Forfeited | shares | |
Number of Non-vested Options, Vested | shares | (26,444) |
Number of Non-vested Options, Ending Balance | shares | 2,678,813 |
Number of Non-vested Options, Exercisable | shares | 5,770,621 |
Number of Non-vested Options, Outstanding | shares | 8,449,434 |
Weighted Average Fair Value at Grant Date, Beginning Balance | $ / shares | $ 1.46 |
Weighted Average Fair Value at Grant Date, Granted | $ / shares | 1.92 |
Weighted Average Fair Value at Grant Date, Forfeited | $ / shares | |
Weighted Average Fair Value at Grant Date, Vested | $ / shares | 1.89 |
Weighted Average Fair Value at Grant Date, Ending Balance | $ / shares | 1.51 |
Weighted Average Fair Value at Grant Date, Exercisable | $ / shares | 1.44 |
Weighted Average Fair Value at Grant Date, Outstanding | $ / shares | $ 1.46 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Oct. 02, 2015shares |
Related Party Transactions [Abstract] | |
Future issuance of common stock | 1,153,846 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - Note Purchase Agreement [Member] - Hankey Capital, LLC [Member] | May 14, 2018USD ($) |
Issuance of secured promisssory note | $ 6,000,000 |
Debt maturity date | Dec. 31, 2018 |
Debt instrument interest rate | 8.50% |
Proceeds from convertible debt | $ 2,000,000 |